TERMS OF USE

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE.

Thank you for visiting the Norell New York web site (http://www.norellnewyork.com) (the “Site”). The Site is owned and operated by Norell New York (“we,” “our,” or “us”).  By using the Site, you acknowledge and accept these Terms of Use (“Terms”), so please review them carefully. Do not use the Site if you do not agree to be bound by these Terms.

  1. Site Content.  The Site contains a variety of: (i) materials and other items relating to us, our products and services and those of our licensors; (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
  2. Ownership.  All right, title, and interest in and to the Content available via the Site is the property of us or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible.  We own the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site.
  3. Limited License.  Subject to your strict compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to  download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only.  The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in our sole discretion, without advance notice or liability.
  4. Rights of Others.  In using the Site, you must respect the intellectual property and other rights of us and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.  We respect the intellectual property rights of others.  If you believe that your work has been infringed by means of an improper posting or distribution of it via the Site, please see Section 8, below.
  5. Use Restrictions.  You agree that you will not: (i) use the Site for any political or commercial purpose; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Site that attempt to or harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to us; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Site source or object code or any software or other products, services, or processes accessible through any portion of the Site; (v) engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, us, or other users of the Site; (vi) interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Site, the Content, or the User-Generated Content; or (vii) otherwise violate these Terms.
  6. Availability of Site and Content.  We may immediately suspend or terminate the availability of the Site and Content, in whole or in part, for any reason, in our sole discretion, and without advance notice or liability.
  7. Reservation of All Rights Not Granted as to Content and Site.  These Terms include only narrow, limited grants of rights to Content and to use and access the Site.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  All rights not expressly granted to you are reserved by us and our licensors and other third parties.  Any unauthorized use of any Content or the Site for any purpose is prohibited.
  8. Procedure for Alleging Copyright InfringementWe will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below.  If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Site, then you may send us a written notice that includes all of the following:
    1. a legend or subject line that says: “DMCA Copyright Infringement Notice”;
    2. a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
    3. a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Site on which the material appears);
    4. your full name, address, telephone number, and e-mail address;
    5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
    6. a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
    7. your electronic or physical signature.

    We will only respond to DMCA Notices that we receive by mail, e-mail, or facsimile at the addresses below:

    By Mail: Norell New York, 35 Sawgrass Drive, Suite 2, Bellport, NY 11713

    (Attn: Legal Department)

    By Email: ___________________

    By Facsimile: __________________________

    It is often difficult to determine if your copyright has been infringed.  We may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and we may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA. Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.  Without limiting our other rights, we may, in appropriate circumstances, terminate a repeat infringer’s access to the Site and any other website owned or operated by us. 

  9. Notices, Questions and Customer Service.You agree that we may give you notices of new, revised or changed terms and other important matters by posting the new Terms on the Site.
  10. Linking to the Site.  We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Site, so long as: (a) the links only incorporate text, and do not use any Trademarks, (b) the links and the content on your website do not suggest any affiliation with Norell New York or cause any other confusion, and (c) the links and the content on your website do not portray Norell New York or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to us. We reserve the right to suspend or prohibit linking to the Site for any reason, in our sole discretion, without advance notice or any liability of any kind to you or any third party.
  11. Links to Other Websites; Dealings with Third Parties
    1. Linked Sites.  The Site may contain links to other websites operated by licensors, advertisers, media outlets and certain other third parties who may have business relationships with us (“Linked Sites”).  We may have no control over the content, operations, policies, terms, or other elements of Linked Sites, and we do not assume any obligation to review any Linked Sites.  We do not endorse, approve, or sponsor any Linked Sites, or any third-party content, advertising, information, materials, products, services, or other items.
    2. Dealings with Third Parties.  Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Site (including on or via Linked Sites or advertisements) are solely between you and the third party and we disclaim all liability in connection therewith.
  12. Jurisdiction.By using the Site you consent to jurisdiction in the courts of Suffolk County, New York and waive all right to a trial by jury.
  13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.  YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK.  THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, we and each of our respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
    1. the Site;
    2. the functions, features, or any other elements on, or made accessible through, the Site;
    3. any products, services, or instructions offered or referenced at or linked through the Site; 
    4. whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
    5. whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable;
    6. whether any defects to the Site will be repaired; and
    7. whether your use of the Site is lawful in any particular jurisdiction.

    EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY US, WE HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

    Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

  14. LIMITATION OF LIABILITYUNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
    1. the Site;
    2. your use of or inability to use the Site, or the performance of the Site;
    3. any action taken in connection with an investigation by us or law enforcement authorities regarding your access to or use of the Site;
    4. any action taken in connection with copyright or other intellectual property owners or other rights owners;
    5. any errors or omissions in the Site’s technical operation; or
    6. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

    The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if we were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Site). 

    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

    EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID WE IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.  FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY WE OR A MANUFACTURER OF A PHYSICAL PRODUCT.

  15. Waiver of Injunctive or Other Equitable ReliefIF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR OUR LICENSOR.
  16. Updates to Terms.  AS OUR SITE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SITE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SITE UNDER THE TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.  ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SITE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT). 
  17. General Provisions
    1. Applicable Law.  These Terms will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.
    2. Indemnity.  You agree to, and you hereby, defend, indemnify, and hold the us harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against us, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Site and your activities in connection with the Site; (ii) your breach or alleged breach of these Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; and (v) any misrepresentation made by you (all of the foregoing, “Claims and Losses”).  You will cooperate as fully required by us in the defense of any Claim and Losses.  Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses.  We reserve the right to assume the exclusive defense and control of any Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of our company.
    3. Severability; Interpretation.  If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect).  To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. 
    4. Investigations; Cooperation with Law Enforcement; Termination; Survival.  We reserve the right, without any limitation, to: (i) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms, (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms, and (vi) discontinue the Site, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.
    5. Assignment.  We may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice.  These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of us.
    6. No Waiver.  Except as expressly set forth in these Terms, (i) no failure or delay by you or us in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.